UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
DC 20549
 
 FORM
10-Q
 
 |X|     QUARTERLY
REPORT UNDER SECTION 13 OR 15(d)
 OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the
quarterly period ended March 31, 2009
 
 OR
 
 |_|    TRANSITION
REPORT UNDER SECTION 13 OR 15(d)
 OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the
transition period from _______ to _______
 
 Commission
File Number 000-84290
 
 VIDA
LIFE INTERNATIONAL, LTD.
 
 (Exact
name of registrant as specified in its charter)
   
 
 Nevada
              20-5046886(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.
      Employer Identification No.)
 
 7046
Kentfield Drive, Cameron Park, CA  95682
 (Address
of Principal Executive Offices)
 
 (415)
738-2136
 (Registrant’s
telephone number, including area code)
 
 (Former
name, former address and former fiscal year, if changed from last
report)
 
 Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.  YesxNoo
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large accelerated filer o                                                                           Accelerated
filer o
 Non-accelerated filer o                                                                           Smaller
reporting company x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes oNo  x
 
 As of May
7, 2009, there were 13,380,938 shares of the issuer’s common stock, $0.001 par
value, outstanding.
 
  
  Table of
Contents
 
 
 PagePART
      I – FINANCIAL INFORMATIONItem
      1.
                                Financial
      Statements
                                1Item
      2.
                                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                10Item
      3.
                                Quantitative
      and Qualitative Disclosures About Market Risk
                                14Item
      4T.
                                Controls
      and Procedures
                                14PART
      II – OTHER INFORMATIONItem
      1.
                                Legal
      Proceedings
                                15Item
      1A.
                                Risk
      Factors
                                15Item
      2.
                                Unregistered
      Sales of Equity Securities and Use of Proceeds
                                15Item
      3.
                                Defaults
      Upon Senior Securities
                                15Item
      4.
                                Submission
      of Matters to a Vote of Security Holders
                                15Item
      5.
                                Other
      Information
                                16Item
      6.
                                Exhibits
                                16SIGNATURES
                                17EXHIBIT
      INDEX
                                18
 
 
 
  
  PART
I – FINANCIAL INFORMATION
 
 Item
1.  Financial Statements.
 
 VIDA
LIFE INTERNATIONAL, LTD.
 
 UNAUDITED
CONDENSED BALANCE SHEETS
 
 
 March
      31, 2009
                            (Unaudited)
                          
                          
                          December
      31, 2008
                            (Audited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                          
                          $
                          12,131
                          
                          
                          $
                          32,891Trade
      accounts receivable
                          
                          
                          1,500
                          
                          
                          
                          -Inventory
                          
                          
                          1,130
                          
                          
                          
                          2,047Total
      current assets
                          
                          
                          14,761
                          
                          
                          
                          34,938Property
      and equipment, net
                          
                          
                          6,451
                          
                          
                          
                          7,228Total
      assets
                          
                          $
                          21,212
                          
                          
                          $
                          42,166
 
 
  The
accompanying notes are an integral part of these financial
statements.
 -1-
  VIDA
LIFE INTERNATIONAL, LTD.
 
 UNAUDITED
CONDENSED BALANCE SHEETS (continued)
 
 March
      31, 2009
                            (Unaudited)
                          
                          
                          December
      31, 2008
                            (Audited)LIABILITIES
      AND SHAREHOLDERS’ DEFICITCurrent
      liabilities:Current
      portion of note payable - shareholder, net
                          
                          $
                          317,396
                          
                          
                          $
                          -Trade
      accounts payable
                          
                          
                          53,291
                          
                          
                          
                          30,172Accrued
      expenses
                          
                          
                          13,269
                          
                          
                          
                          12,101Accrued
      directors’ fees
                          
                          
                          10,500
                          
                          
                          
                          7,000Accrued
      officer’s compensation
                          
                          
                          272,306
                          
                          
                          
                          218,806Total
      current liabilities
                          
                          
                          666,762
                          
                          
                          
                          268,079Note
      payable – shareholder, net, less current portion
                          
                          
                          -
                          
                          
                          
                          296,745Total  liabilities
                          
                          
                          666,762
                          
                          
                          
                          564,824Shareholders’
      deficit:Common
      stock, $.001 par value; 50,000,000 shares authorized; 13,380,938 shares
      issued and outstanding at 3/31/09 and 12/31/08,
    respectively
                          
                          
                          13,380
                          
                          
                          
                          13,380Additional
      paid-in-capital
                          
                          
                          738,666
                          
                          
                          
                          726,666Accumulated
      deficit
                          
                          
                          (1,397,596
                          )
                          
                          
                          (1,262,704
                          )Total
      shareholders’ deficit
                          
                          
                          (645,550
                          )
                          
                          
                          (522,658
                          )Total
      liabilities and shareholders’ deficit
                          
                          $
                          21,212
                          
                          
                          $
                          42,166
  The
accompanying notes are an integral part of these financial
statements.
 -2-
  VIDA LIFE INTERNATIONAL, LTD.
 
 UNAUDITED
CONDENSED STATEMENTS OF OPERATIONS
 
 Three
      Months Ended March 31,2009
                        
                        
                        2008Net
      sales
                        
                        $
                        4,811
                        
                        
                        $
                        116,269Cost
      of good sold
                        
                        
                        2,450
                        
                        
                        
                        100,622Gross
      profit
                        
                        
                        2,361
                        
                        
                        
                        15,647Operating
      expenses
                        
                        
                        104,654
                        
                        
                        
                        119,165Operating
      loss
                        
                        
                        (102,293
                        )
                        
                        
                        (103,518
                        )Other
      income (expense):Interest
      income
                        
                        
                        52
                        
                        
                        
                        1,982Interest
      expense
                        
                        
                        (32,651
                        )
                        
                        
                        (31,875
                        )Total
      other income (expense)
                        
                        
                        (32,599
                        )
                        
                        
                        (29,893
                        )Net
      loss before income taxes
                        
                        
                        (134,892
                        )
                        
                        
                        (133,411
                        )Income
      tax provision
                        
                        
                        -
                        
                        
                        
                        -Net
      loss
                        
                        $
                        (134,892
                        )
                        
                        $
                        (133,411
                        )Basic
      and diluted loss per common share
                        
                        $
                        (0.01
                        )
                        
                        $
                        (0.01
                        )Basic
      and diluted weighted average common shares outstanding
                        
                        
                        13,380,938
                        
                        
                        
                        10,888,437
 
  The
accompanying notes are an integral part of these financial
statements.
 -3-
  VIDA
LIFE INTERNATIONAL, LTD.
 
 UNAUDITED
CONDENSED STATEMENTS OF CASH FLOWS
 For
the Three Months Ended March 31, 2009 and 2008
 
 Three
      Months Ended March 31,2009
                    
                    
                    2008Cash
      flows from operating activities:Net
      loss
                    
                    $
                    (134,892
                    )
                    
                    $
                    (133,411
                    )Adjustments
      to reconcile net loss to net cash flows used in operating
      activities:Depreciation
      and amortization
                    
                    
                    777
                    
                    
                    
                    1,218Amortization
      of debt discount
                    
                    
                    20,651
                    
                    
                    
                    21,875Related party exchange of stock for interest
                    
                    
                    12,000
                    
                    
                    
                    -Changes
      in operating assets and liabilities:Accounts
      receivable
                    
                    
                    (1,500
                    )
                    
                    
                    (97,641
                    )Inventory
                    
                    
                    917
                    
                    
                    
                    98Accounts
      payable
                    
                    
                    23,119
                    
                    
                    
                    96,818Accrued
      expenses
                    
                    
                    1,168
                    
                    
                    
                    (5,571
                    )Accrued
      directors’ fees
                    
                    
                    3,500
                    
                    
                    
                    4,500Accrued
      officer’s compensation
                    
                    
                    53,500
                    
                    
                    
                    54,000Deferred
      revenue
                    
                    
                    -
                    
                    
                    
                    (4,200
                    )Net
      cash flows used in operating activities
                    
                    
                    (20,760
                    )
                    
                    
                    (62,314
                    )Cash
      flows from investing activities:Purchases
      of property and equipment
                    
                    
                    -
                    
                    
                    
                    (592
                    )Net
      cash flows used in investing activities
                    
                    
                    -
                    
                    
                    
                    (592
                    )Net
      change in cash
                    
                    
                    (20,760
                    )
                    
                    
                    (62,906
                    )Cash
      and cash equivalents, beginning of year
                    
                    
                    32,891
                    
                    
                    
                    271,082Cash
      and cash equivalents, end of year
                    
                    $
                    12,131
                    
                    
                    $
                    208,176Supplemental
      disclosure of cash flow information:Cash
      paid during the period for interest
                    
                    $
                    -
                    
                    
                    $
                    10,000Non-cash
      financing activities:Discount
      of note payable due to detachable stock warrants
                    
                    $
                    20,651
                    
                    
                    $
                    21,875Issuance
      of common stock for services previously accrued
                    
                    $
                    -
                    
                    
                    $
                    3,022,444
 
  The
accompanying notes are an integral part of these financial
statements.
 -4-
  VIDA LIFE
INTERNATIONAL, LTD.
 Notes to
Financial Statements
 March 31,
2009
 
 1.           BASIS
OF PRESENTATION
 
 The
condensed balance sheets as of March 31, 2009 and December 31, 2008, the
condensed statements of operations and cash flows for the three month periods
ended March 31, 2009 and 2008 have been prepared by Vida Life International,
Ltd. (the “Company”), without audit.  Operating results for the
interim periods presented are not necessarily indicative of the results that may
be expected for the fiscal year as a whole or any other interim
period.  In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and changes in cash flows at March 31, 2009 and
for all periods presented have been made.
 
 Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted.  It is
suggested that these condensed financial statements be read in conjunction with
the audited financial statements and notes for the years ended December 31,
2008 and 2007, which are included in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2008 and 2007.
 
 The
presentation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, and disclosure of contingent
assets and liabilities at the balance sheet date, and the reported amounts of
revenues and expenses during the reporting period.  The estimates and
assumptions used in the accompanying condensed financial statements are based
upon management’s evaluation of the relevant facts and circumstances as of the
time of the financials statement.  Actual results could differ from
those estimates.
 
 2.           LIQUIDITY/GOING
CONCERN
 
 The
Company has incurred significant operating losses during its periods of
operation. At March 31, 2009, the Company reports a negative working
capital position of $652,001, an accumulated deficit of $1,397,596 and a
shareholders’ deficit of $645,550. It is management’s opinion that these facts
raise substantial doubt about the Company’s ability to continue as a going
concern without additional debt or equity financing or the ability of the
Company to increase revenues.
 
 In order
to meet its working capital needs through the next twelve months, the Company
plans to seek to obtain outside debt financing to support the planned increase
in revenues resulting from new sales channels and products over the next year.
However, the Company is uncertain such financing will be available on terms
favorable to the Company, if at all.
 
 3.           CONCENTRATION
OF RISKS
 
 Major
Customers
 
 The
following is a schedule of significant sales to customers for the three months
ended March 31, 2009 and 2008 and significant customer accounts receivable
balances as of March 31, 2009 and 2008:
 
 2009
                    
                    2008Customer
                    
                    Percent
      of Sales
                    
                    Percent
      of A/R
                    
                    Percent
      of Sales
                    
                    Percent
      of A/RA
                    
                    84%
                    
                    100%
                    
                    -
                    
                    -B
                    
                    -
                    
                    
                    
                    91%
                    
                    97%
 
 Geographic
Concentrations
 
 Export
sales as a percentage of total sales were 84% and 99% for the three months ended
March 31, 2009 and 2008, respectively.  Export sales are
attributed to the country where the product is shipped.  All export
sales are negotiated, invoiced and paid in US dollars.  Export sales
by country are as follows:
 
 2009
                        
                        
                        2008United
      States
                        
                        $
                        771
                        
                        
                        $
                        964Japan
                        
                        
                        4,040
                        
                        
                        
                        765Turkey
                        
                        
                        -
                        
                        
                        
                        -Nigeria
                        
                        
                        -
                        
                        
                        
                        105,105Pakistan
                        
                        
                        -
                        
                        
                        
                        7,475Australia
                        
                        
                        -
                        
                        
                        
                        476Other
                        
                        
                        -
                        
                        
                        
                        1,484$
                        4,811
                        
                        
                        $
                        116,269
 
 -5-
 
 4.           NOTE
PAYABLE - SHAREHOLDER
 
 On March
19, 2007, the Company entered into a note payable (the “Note”) for $400,000 from
one of its shareholders.  The Note bears interest at 10%, requiring
quarterly interest payments only, with the entire principal balance originally
due March 19, 2009.  The Note is secured by 1,000,000 shares of
restricted common stock.  As further consideration for the Note, the
Company issued a detachable stock warrant to the shareholder, which provided the
shareholder the right to purchase 200,000 shares of the Company’s common stock
at $1.00 per share at any time during the duration of the Note.  The
proceeds of the Note were allocated to the Note and stock warrant, based on
their relative fair values in accordance with Accounting Principles Board
Opinion (APB) 14 “Accounting for Convertible Debt and Debt Issued with Stock
Purchase Warrants”.  Accordingly, $175,000 was allocated to the stock
warrant as a discount to the Note and to additional paid-in
capital.  The fair value of the warrant has been estimated as of the
date the loan proceeds were received using the Black-Scholes pricing model using
the risk free rate of 4.46%, market price of the underlying stock of $1.15 per
share, expected term of 2 years and the volatility rate of 155.33%.
 
 On August
4, 2008, the shareholder agreed to amend the Note to extend the maturity date to
March 19, 2010. No consideration was provided to the shareholder beyond the
extension of the maturity date of the note and the detachable
warrant. Consistent with the guidelines of EITF 96-19, “Debtor’s Accounting
for a Modification or Exchange of Debt Instruments”, the amendment of the Note
has been accounted for as an extinguishment of debt. Accordingly, the Company
recorded the amended Note and detachable stock warrant at their fair values and
recorded a gain from the extinguishment of the original Note and detachable
stock warrant of $64,430 during the fiscal quarter ended September 30,
2008.
 
 In
accordance with APB 14 and as noted above, the amended Note and detachable stock
warrant was recorded at their fair value at $265,201 and $8,000, respectively.
The difference of $134,799 between the fair value of the amended Note and its
face value has been recorded as a discount to the amended Note and will be
amortized to the amended Note and interest expense over the remaining term of
the Note using the effective interest rate method. The fair value of the
detachable stock warrant was recorded as an adjustment to the gain on
extinguishment of debt and to additional paid-in capital. The fair value of the
detachable stock warrant was estimated as of the date of the amended Note using
the Black-Scholes pricing model with the following assumptions: the risk-free
interest rate of 2.42%, market price of the underlying stock of $0.10 per share,
expected term of 1.5 years and a volatility rate of 180%.
 
 Interest
expense related to the Note was $32,651 and $31,875 (which included non-cash
discount amortization of $20,651 and $21,875, respectively) for the three months
ended March 31, 2009 and 2008, respectively.
 
 The
following table summarizes the note payable - shareholder balance:
 
 Balance
      December 31, 2006
                                  
                                  $
                                  -Gross
      Proceeds
                                  
                                  
                                  400,000Less:
      Discount allocated to the warrants
                                  
                                  
                                  (175,000
                                  )Add:  Amortization
      of debt discount
                                  
                                  
                                  58,333Balance
      December 31, 2007
                                  
                                  
                                  283,333Add:  Amortization
      of debt discount
                                  
                                  
                                  54,298Less:  Extinguishment
      of debt
                                  
                                  
                                  (337,631
                                  )Add:  Fair
      value of amended Note
                                  
                                  
                                  265,201Add:  Amortization
      of amended Note discount
                                  
                                  
                                  31,544Balance
      December 31, 2008 (face value of $400,000)
                                  
                                  
                                  296,745Add:  Amortization
      of amended Note discount
                                  
                                  
                                  20,651Balance
      March 31, 2009 (face value of $400,000)
                                  
                                  $
                                  317,396
 
 
 Scheduled
maturities of note payable-shareholder are as follows for the years ended
December 31:
 
 2009
                            
                            $
                            -2010
                            
                            $
                            400,000$
                            400,000
 
 -6-
 5.           SHAREHOLDERS’
DEFICIT
 
 Common
Stock:
 
 On
November 14, 2008, the Company issued 100,000 shares of common stock valued at
the trading market price of the Company’s common stock on the date of issuance
of $.03 per share or $3,000 to an unrelated company, for legal services
rendered.
 
 On June
3, 2008, 300,000 shares of common stock valued at the trading market price of
the Company’s common stock on the date of issuance of $0.10 per share for a
total value of $30,000 were issued to Directors for services that were accrued
in 2007.
 
 On March
3, 2008, 2,722,444 shares of common stock valued at the trading market price of
the Company’s common stock on the date of issuance of $0.11 per share for a
total value of $299,488 were issued to our CEO for compensation that was accrued
in 2006 and 2007.
 
 On March
3, 2008, 300,000 shares of common stock valued at $27,000 were issued to a
shareholder in connection with the expenses related to the merger that occurred
in May 2006.  The fair value of these shares was determined based upon
the trading market price of the Company’s stock as of the date the shares were
declared, reduced by a lack of marketability discount.  The stock
issuance was retroactively recorded in 2006 and included in equity as issuable
common stock in connection with the merger.
 
 
 Stock Warrants
Outstanding:
 
 On March
19, 2007 we issued $200,000 of detachable stock warrants in connection with a
Note payable-shareholder (see Note 4).
 
 6.           RELATED
PARTY TRANSACTIONS
 
 In
connection with the Note payable-shareholder (see Note 4), the Company paid
interest to the shareholder in the amount of $10,000 during the three months
ended March 31, 2008.  On March 21, 2009, the Company’s majority
shareholder transferred 100,000 shares of his personal holdings of the Company’s
common stock, valued at $12,000, to the note holder, on behalf of the Company,
in lieu of paying the $10,000 cash interest payment due for the three-months
ended March 31, 2009.  This transaction was recorded as an increase to
additional paid-in-capital and interest expense.
 
 
 -7-
 7.           BUSINESS
SEGMENTS
 
 The
Company’s operations are conducted primarily over two operating
segments.  Statement of Financial Accounting Standards (SFAS) No. 131,
“Disclosure about Segments of an Enterprise and Related Information” requires
that a public business enterprise report a measure of segment profit or loss,
certain specific revenue and expense items and total segment
assets.  It requires the management approach in determining reportable
business segments.  The management approach designates the internal
organization that is used by management for making operating decisions and
assessing performance as the source for reportable
segments.  Management has identified the fishmeal and health
supplements segments to be their reportable business segments.
 
 Information
regarding our reportable business segments is as follows for the three months
ended March 31:
 
 Three
      Months Ended March 31, 2009
                            
                            Fishmeal
                            
                            
                            Health
      Supplements
                            
                            
                            Corporate
      & Other
                            
                            
                            TotalNet
      Sales
                            
                            $
                            -
                            
                            
                            $
                            4,811
                            
                            
                            $
                            -
                            
                            
                            $
                            4,811Gross
      Profit
                            
                            $
                            -
                            
                            
                            $
                            2,361
                            
                            
                            $
                            -
                            
                            
                            $
                            2,361Operating
      Income (Loss)
                            
                            $
                            -
                            
                            
                            $
                            2,361
                            
                            
                            $
                            (104,654
                            )
                            
                            $
                            (102,293
                            )Interest
      Income
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -Interest
      Expense
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            32,651
                            
                            
                            $
                            32,651Depreciation
      & Amortization
                            
                            $
                            -
                            
                            
                            $
                            101
                            
                            
                            $
                            676
                            
                            
                            $
                            777Identifiable
      Net Assets
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            6,451
                            
                            
                            $
                            6,451Three
      Months Ended March 31, 2008
                            
                            Fishmeal
                            
                            
                            Health
      Supplements
                            
                            
                            Corporate
      & Other
                            
                            
                            TotalNet
      Sales
                            
                            $
                            105,765
                            
                            
                            $
                            10,504
                            
                            
                            $
                            -
                            
                            
                            $
                            116,269Gross
      Profit
                            
                            $
                            8,356
                            
                            
                            $
                            7,291
                            
                            
                            $
                            -
                            
                            
                            $
                            15,647Operating
      Income (Loss)
                            
                            $
                            8,356
                            
                            
                            $
                            6,425
                            
                            
                            $
                            (118,299
                            )
                            
                            $
                            (103,518
                            )Interest
      Income
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -Interest
      Expense
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            31,875
                            
                            
                            $
                            31,875Depreciation
      & Amortization
                            
                            $
                            -
                            
                            
                            $
                            313
                            
                            
                            $
                            905
                            
                            
                            $
                            1,218Identifiable
      Net Assets
                            
                            $
                            -
                            
                            
                            $
                            4,387
                            
                            
                            $
                            6,075
                            
                            
                            $
                            10,462
 
 Fishmeal
is sold primarily as a high protein food ingredient for agricultural animal
feed.  It is typically sold in large bulk shipments using outside
contractors to process and package the product to the Company’s
specifications.  Health supplements and related raw materials are
inventoried, packaged and sold in much smaller cases and
quantities.  These items have typically gone through extensive design
and development to achieve the desired formulation.
 
 Management
does not make any allocations of general operating expenses or research and
development expenses when evaluating the performance of these
segments.  These costs primarily consist of executive compensation,
consulting fees and development costs which are evaluated on a company-wide
basis.  Therefore, there is limited discrete segmented financial
information available beyond sales and gross profit.
 
 
 -8-
 8.           COMMITMENT
 
 On
October 30, 2008, the Board of Directors agreed to provide an employment
agreement for the CEO. As of the date of this report, the terms of this
agreement have not been completely defined.
 
 9.           RECENT
ACCOUNTING DEVELOPMENTS
 
 In April
of 2009, the Financial Accounting Standards Board (FASB) issued FSP FAS 107-1,
APB 28-1, “Interim Disclosures About Fair Value of Financial Instruments” (“FSP
FAS 107-1, APB 28-1”).  FSP FAS 107-1, APB 28-1 requires fair value
disclosures in both interim as well as annual financial statements in order to
provide more timely information about the effects of current market conditions
on financial instruments.  FSP FAS 107, APB 28-1 is effective for interim
and annual periods ending after June 15, 2009 and will be adopted by the Company
in the second quarter of 2009. The Company currently does not expect adoption of
this standard to have a material effect on its financial position or results of
operations.
 
 In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” which
became effective January 1, 2009 via prospective application to business
combinations. This Statement requires that the acquisition method of accounting
be applied to a broader set of business combinations, amends the definition of a
business combination, provides a definition of a business, requires an acquirer
to recognize an acquired business at its fair value at the acquisition date and
requires the assets and liabilities assumed in a business combination to be
measured and recognized at their fair values as of the acquisition date (with
limited exceptions). The Company adopted this Statement on January 1, 2009.
There was no impact upon adoption, and its effects on future periods will depend
on the nature and significance of business combinations subject to this
statement.
 
 In April
2009, the FASB issued FSP FAS 141(R)-1, “Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies.”
This FSP requires that assets acquired and liabilities assumed in a business
combination that arise from contingencies be recognized at fair value if fair
value can be reasonably estimated. If fair value cannot be reasonably estimated,
the asset or liability would generally be recognized in accordance with SFAS No.
5, “Accounting for Contingencies” and FASB Interpretation No. 14, “Reasonable
Estimation of the Amount of a Loss”. Further, the FASB removed the subsequent
accounting guidance for assets and liabilities arising from contingencies from
SFAS No. 141(R).
 
 
 
  -9-
  Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations.
 
 Our
Management’s Discussion and Analysis of Financial Condition and Results of
Operations set forth below should be read in conjunction with our audited
financial statements, and notes thereto, contained in our Annual Report on Form
10-K for the year ended December 31, 2008 filed with the SEC on April 1,
2009.
 
 Forward-Looking
Statements
 
 Some of
the statements made in this section of our report are forward-looking
statements. These forward-looking statements generally relate to and are based
upon our current plans, expectations, assumptions and projections about future
events.  Our management currently believes that the various plans,
expectations, and assumptions reflected in or suggested by these forward-looking
statements are reasonable.  Nevertheless, all forward-looking
statements involve risks and uncertainties and our actual actions or future
results may be materially different from the plans, objectives or expectations,
or our assumptions and projections underlying our present plans, objectives and
expectations, which are expressed in this report.  Examples of
specific factors that might cause our actual results to differ from our current
expectations include but are not limited to:
 
 ·
              Our
      need for additional financing to fund operations and capital expansion of
      our fishmeal business
 
 ·
              Our
      inability to successful market and develop our heating technologies and
      fertilizing products
 
 ·      Our
inability to protect our intellectual property and developing technologies,
or
 
 ·      Our
inability, for any reason, to retain our executive management
personnel.
 
 The
foregoing list is not exhaustive.  In light of the foregoing,
prospective investors are cautioned that the forward-looking statements included
in this filing may ultimately prove to be inaccurate—even materially
inaccurate.  Because of the significant uncertainties inherent in such
forward-looking statements, the inclusion of such information should not be
regarded as a representation or warranty by Vida Life International, Ltd. or any
other person that our objectives, plans, expectations or projections that are
contained in this filing will be achieved in any specified time frame, if
ever.
 
 General
Overview
 
 Vida Life
International, Ltd. (“we,” the “Company” or “Vida Life”) was incorporated in the
State of Minnesota as Town & Country Home Furnishings, Inc. on June 26,
1969.  In November 1999, we reincorporated in the State of
Nevada.  From April 2003 to April 2006, our corporate name was
Environmental Impact Corporation. In April 2006, we changed our name to Vida
Life International, Ltd.
 
 The
Company was an inactive shell company until May 2006.  In May 2006, we
entered into an Agreement and Plan of Merger with ACS Trading Corp., a private
corporation incorporated in the State of Delaware (“ACS”), under which we issued
6,300,000 shares of our common stock to acquire all of the outstanding shares of
ACS in a direct statutory merger transaction.  ACS was a corporation
engaged in the business of trading fishmeal and nutritional supplements that
incorporate fish oil as an ingredient.  As a result of the merger
transaction, ACS merged with and into Vida Life and we have carried on the
business formerly owned and operated by ACS.  Since the merger
transaction resulted in the stockholders of ACS acquiring control of Vida Life,
for financial statement purposes the merger has been accounted for as an
additional capitalization of Vida Life (i.e., a reverse acquisition with ACS as
the accounting acquirer).
 
 We have
developed a diversified array of innovative technologies and related products
for personal health care, plant fertilization and animal nutrition, in addition
to energy-efficient technologies and products.  Currently, our
operations are divided into four strategic segments:
 
 •
              Fishmeal – we buy and
      resell fishmeal for use as a high-protein ingredient in animal feed and
      organic fertilizer.
 
 •
              Health Supplements – we
      develop, produce and sell health supplements that incorporate fish oil and
      multiple herbs (primarily from South America) as
    ingredients.
 
 •
              Heating Technology – we
      are developing energy-efficient products based on a novel patent-pending
      heating technology.
 
 •
              Fertilizing – we are in
      the process of field testing new organic fish fertilizers for
      plants.
 
 Of the
four segments noted above, we presently report segment results from fishmeal and
health supplements only.  We have determined that the heating
technology and fertilizing segments were not reportable segments due to their
stage of development and insignificance to overall operations.  Our
mission is to be a producer of high-quality fishmeal, animal feed, nutritional
and natural health supplements and organic fish fertilizers, to be distributed
on a worldwide basis.  We also generally intend to develop and
commercialize innovative technologies and products that may diversify our
products and services.  For example, our “Heating Technology” business
is focused on exploiting (through manufacture, distribution and sale of one or
more products) a novel heating technology invented in Japan, with respect to
which we have obtained worldwide rights for commercialization and applied for a
U.S. patent.  We obtained these rights from a sublicense grant made by
our Chief Executive Officer, John C. Jordan, who had earlier obtained such
rights from a third party.  Presently, we are developing for
commercialization a tankless water heater and portable room heater utilizing
this technology.
 
  -10-
  Results
of Operations for the Three Months Ended March 31, 2009 Compared to the Three
Months Ended March 31, 2008
 
 Segment
Results
 
 Fishmeal
                    
                    
                    HealthSupplements
                    
                    
                    Corporate
                    
                    
                    TotalThree
      Months Ended March 31, 2009Revenues
                    
                    $
                    -
                    
                    
                    $
                    4,811
                    
                    
                    $
                    -
                    
                    
                    $
                    4,811Gross
      Profit
                    
                    $
                    -
                    
                    
                    $
                    2,361
                    
                    
                    $
                    -
                    
                    
                    $
                    2,361Operating
      income (loss)
                    
                    $
                    -
                    
                    
                    $
                    2,361
                    
                    
                    $
                    (104,654
                    )
                    
                    $
                    (102,293
                    )Interest
      income
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Interest
      expense
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    32,651
                    
                    
                    $
                    32,651Depreciation
      & amortization
                    
                    $
                    -
                    
                    
                    $
                    101
                    
                    
                    $
                    676
                    
                    
                    $
                    777Identifiable
      assets
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    6,451
                    
                    
                    $
                    6,451Three
      Months Ended March 31, 2008Revenues
                    
                    $
                    105,765
                    
                    
                    $
                    10,504
                    
                    
                    $
                    -
                    
                    
                    $
                    116,269Gross
      Profit
                    
                    $
                    8,356
                    
                    
                    $
                    7,291
                    
                    
                    $
                    -
                    
                    
                    $
                    15,647Operating
      income (loss)
                    
                    $
                    8,356
                    
                    
                    $
                    6,425
                    
                    
                    $
                    (118,299
                    )
                    
                    $
                    (103,518
                    )Interest
      income
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Interest
      expense
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    31,875
                    
                    
                    $
                    31,875Depreciation
      & amortization
                    
                    $
                    -
                    
                    
                    $
                    313
                    
                    
                    $
                    905
                    
                    
                    $
                    1,218Identifiable
      assets
                    
                    $
                    -
                    
                    
                    $
                    4,387
                    
                    
                    $
                    4,387
                    
                    
                    $
                    10,462
 
 Revenues
 
 Revenues
for the three-month period ended March 31, 2009 were $4,811, which compares to
$116,269 for the three-month period ended March 31, 2008, and represents a 96%
decrease.  The decrease in total revenues was mainly attributable to a
lack of fishmeal sales this quarter, as compared to fishmeal sales for the
three-month period ended March 31, 2008.
 
 Revenues
from fishmeal decreased during the 2009 period to $0 compared to $105,765 in the
2008 period, primarily because of a lack of saleable fishmeal available to sell
to current clients.  In general, our fishmeal operations have been
hampered by difficulties in procuring fishmeal in the open market to fill orders
from customers and potential customers.  This difficulty has arisen
mainly due to the continued global demand for fishmeal, stagnant production and
higher asking prices for available fishmeal.  In addition, our
operations in general and our fishmeal operations in particular continue to be
negatively impacted by our lack of sufficient financing.  This lack of
financing has indefinitely delayed our plans to build or participate in the
building of a fishmeal processing facility, and has prohibited us from
purchasing fishmeal on the spot market for resale in a manner that has been
economically feasible.  For the foreseeable future, we expect that
given our continuing lack of a fishmeal manufacturing facility and ability to
effectively procure fishmeal for resale, we will continue to experience
difficulties attempting to purchase and sell fishmeal at profitable
prices.
 
 Revenues
from health supplements were down $5,693 during the three-month period ended
March 31, 2009 in comparison to the three-month period ended March 31, 2008,
totaling $4,811 compared to $10,504, respectively.  For the remainder
of 2009, we expect that our supplement sales will increase as distributors in
other countries, primarily Japan, obtain all their necessary approvals for the
import of our products into their countries.
 
 Gross
Profit
 
 Our
overall gross profit as a percentage of sales increased from approximately
13.46% for the period ended March 31, 2008 to approximately 49.08% for the
period ended March 31, 2009.  This increase was attributable to a
change in the product mix of our sales in the three months ended March 31, 2009,
with proportionately more revenues generated in the health supplements
segment.  The resale of fishmeal is generally a lower-margin
business.
 
 Operating
Expenses
 
 Operating
expenses decreased $14,511 in the first quarter of 2009 from $119,165 in 2008 to
$104,654 in 2009.  The primary reason for the decrease was lower
research and development expenses, lower legal fees related to
patent-related matters and less travel expenses.
 
 As
indicated in our Annual Report on Form 10-K for the year ended December 31,
2008, we expect that compensation expense arising from share issuances to our
executive management and consultants to compensate for services rendered during
2009 will increase as compared to 2008 as we strive to conserve our cash
resources for other revenue-related and operating expenses anticipated in
2009.  Furthermore, we do not anticipate hiring employees in the near
future and expect instead, where necessary or appropriate, to rely on services
provided by consultants through at least fiscal 2009.  In this regard,
we expect that we may continue to compensate consultants with issuance of
stock.
 
 Interest
Expense
 
 Interest
expense increased marginally to $32,651 for the three months ended
March 31, 2009 versus $31,875 for the three-month period ended March 31,
2008.
 
 Net
Loss
 
 As a
result of the above, our net loss increased slightly for the three months ended
March 31, 2009 to $134,892 as compared to a net loss of $133,411 for the
three months ended March 31, 2008.
 
  -11-
  Liquidity
and Capital Resources
 
 Summary
cash flow data is as follows:
  Three
      Months Ended March 31,2009
                                                              
                                                              2008Cash
      flows provided (used) by :Operating
      activities
                                                              
                                                              $
                                                              (20,760
                                                              )
                                                              
                                                              $
                                                              (62,314
                                                              )Investing
      activities
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (592
                                                              )Financing
      activities
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -Net
      increase in cash
                                                              
                                                              
                                                              (20,760
                                                              )
                                                              
                                                              
                                                              (62,906
                                                              )Cash,
      beginning of period
                                                              
                                                              
                                                              32,891
                                                              
                                                              
                                                              
                                                              271,082Cash,
      end of period
                                                              
                                                              $
                                                              12,131
                                                              
                                                              
                                                              $
                                                              208,176
  The
Company used $20,760 of cash from operating activities in the three months ended
March 31, 2009.  Cash used for operations included a net loss of
$134,892 which included $33,428 of non-cash expenses for depreciation and
amortization and a related party transfer of common stock in lieu of an interest
payment.  Changes in operating assets and liabilities affecting cash
primarily included increases in accounts payable of $23,119 and accrued
officer’s compensation of $53,500.  The increase in accounts payable and
accrued officer’s compensation resulted from the Company’s continued efforts to
conserve cash.
 
 The
Company used $62,314 of cash from operating activities in the three months ended
March 31, 2008.  Cash used for operations primarily included loss of
$133,411, which included $23,093 of non-cash expenses for depreciation and
amortization.  Changes in operating assets and liabilities affecting
cash primarily included increases in accounts receivable of $97,641, accounts
payable of $96,818 and accrued officer’s compensation of $54,000.
 
 As of
March 31, 2009, we had $12,131 in cash on hand and current liabilities of
$666,762.  In comparison, as of March 31, 2008, we had $208,176 in
cash and cash equivalents and current liabilities of $541,844.  As of
the date of this filing, our management believes we have sufficient capital to
continue operations through June 30, 2009.  Thereafter, we expect we
will require additional capital.  Our current forecast for financing
needs is largely based on our estimate of revenues and our estimate of expenses
we will incur.  In this regard, we note that our current forecasts are
largely based on our limited prior experience and proposed budgets proposed by
our professional service providers and consultants.  If our actual
expenses significantly exceed our present expectations we will likely require
additional financing prior to June 30, 2009.
 
 We
estimate our financing needs to be approximately $100,000 annually to fund
operations ($8,000 - $10,000 per month) and approximately $3 million to fund the
capital expansion (land, building, equipment and boats) of the fishmeal
business, which is expected to generate a sufficient amount of cash to fund the
other operations of the Company.
 
 Once
additional financing is needed, we cannot be certain that any required
additional financing will be available on terms favorable to us, if at
all.  This is especially true in light of the current poor state of
the U.S. capital markets and the general economic downturn that has
occurred.  Presently, we anticipate that additional financing could be
sought from a number of sources, including but not limited to additional sales
of equity or debt securities, loans from banks or other financial institutions,
or from affiliates of the Company.  We cannot, however, be certain
that any such financing will be available on terms favorable to us, if at
all.
 
 If
additional funds are raised by the issuance of our equity securities, such as
through the issuance of stock, convertible securities, or the issuance and
exercise of warrants, then the ownership interest of our existing stockholders
will be (or could be, in the case of warrants) diluted.  If additional
funds are raised by the issuance of debt or preferred equity instruments, we may
become subject to certain operational limitations, and such securities would
have rights senior to the rights of our common shareholders.  If
adequate funds are not available on acceptable terms, we may be unable to
expand, develop or enhance products or to respond to competitive pressures, or
we may be required to abandon our business or our status as a public reporting
company.
 
 Our
primary non-cash assets at March 31, 2009 was intellectual-property rights,
consisting of proprietary product formulations, trade secrets, patents pending
and trademarks, which together form the foundation for our health supplement
product offerings.
 
 Going
Concern
 
 For the
three months ended March 31, 2009, we incurred a net operating loss and negative
cash flows from operations.  As of March 31, 2009, we had an
accumulated deficit of $1,397,596.  These factors, among others, raise
substantial doubt about our ability to continue as a going concern. Our
financial statements included in this filing do not include any adjustments
related to recoverability and classification of asset carrying amounts, or the
amount and classification of liabilities that might result, should we be unable
to continue as a going concern.  Our ability to continue as a going
concern ultimately depends on achieving profitability, producing revenues or
raising additional capital to sustain operations.  Although we intend
to obtain additional financing to meet our cash needs and to support the
revenue-generating process, we may be unable to secure any additional financing
on terms that are favorable or acceptable to us, if at all.
 
 -12-
 Off-Balance
Sheet Arrangements
 
 We do not
have any off-balance sheet arrangements, nor are we a party to any contract or
other obligation not included on its balance sheet that has, or is reasonably
likely to have, a current or future effect on our financial
condition.
 
 Critical
Accounting Policies
 
 For
detailed information on our critical accounting policies and estimates, please
see our financial statements and notes thereto included in this report and in
our Annual Report on Form 10-K for the year ended December 31, 2008 that was
filed with the SEC on April 1, 2009.  There have been no material
changes to our critical accounting policies and estimates from those disclosed
in our report Form 10-K.
 
 Recent
Accounting Developments
 
 In April
of 2009, the Financial Accounting Standards Board (FASB) issued FSP FAS 107-1,
APB 28-1, “Interim Disclosures About Fair Value of Financial Instruments” (“FSP
FAS 107-1, APB 28-1”).  FSP FAS 107-1, APB 28-1 requires fair value
disclosures in both interim as well as annual financial statements in order to
provide more timely information about the effects of current market conditions
on financial instruments.  FSP FAS 107, APB 28-1 is effective for interim
and annual periods ending after June 15, 2009 and will be adopted by the Company
in the second quarter of 2009. The Company currently does not expect adoption of
this standard to have a material effect on its consolidated financial position
or results of operations.
 
 In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” which
became effective January 1, 2009 via prospective application to business
combinations. This Statement requires that the acquisition method of accounting
be applied to a broader set of business combinations, amends the definition of a
business combination, provides a definition of a business, requires an acquirer
to recognize an acquired business at its fair value at the acquisition date and
requires the assets and liabilities assumed in a business combination to be
measured and recognized at their fair values as of the acquisition date (with
limited exceptions). The Company adopted this Statement on January 1, 2009.
There was no impact upon adoption, and its effects on future periods will depend
on the nature and significance of business combinations subject to this
statement.
 
 In April
2009, the FASB issued FSP FAS 141(R)-1, “Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies.”
This FSP requires that assets acquired and liabilities assumed in a business
combination that arise from contingencies be recognized at fair value if fair
value can be reasonably estimated. If fair value cannot be reasonably estimated,
the asset or liability would generally be recognized in accordance with SFAS No.
5, “Accounting for Contingencies” and FASB Interpretation No. 14, “Reasonable
Estimation of the Amount of a Loss”. Further, the FASB removed the subsequent
accounting guidance for assets and liabilities arising from contingencies from
SFAS No. 141(R).
 
  -13-
 Item
3.   Quantitative and Qualitative Disclosures About Market
Risk.
 
 Not
applicable.
 
  Item
4T.  Controls and Procedures.
 
 Management’s
Report On Internal Control Over Financial Reporting
 
 Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we evaluated the effectiveness of
the design and operation of our disclosure controls and procedures (as defined
in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange
Act”)) as of March 31, 2009, the end of the period covered by this
report.  Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures
were not effective as of March 31, 2009 in reporting on a timely basis
information required to be disclosed by us in the reports we file or submit
under the Exchange Act because of material weaknesses relating to internal
controls as described in Item 9A (T) of the Company’s Form 10-K for the year
ended December 31, 2008.
 
 Notwithstanding
the material weaknesses that existed as of March 31, 2009, our Chief Executive
Officer and Chief Financial Officer has concluded that the financial statements
included in this Form 10-Q present fairly, in all material respects, the
financial position, results of operations and cash flows of the Company in
conformity with accounting principles generally accepted in the United States of
America (“GAAP”).
 
 Changes
in Internal Controls
 
 During
the fiscal quarter ended March 31, 2009, there was no change in our internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act) that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting. Management has
concluded that the material weaknesses in internal control as described in Item
9A(T) of the Company’s Form 10-K for the year ended December 31, 2008, have not
been fully remediated. We are committed to finalizing our remediation action
plan and implementing the necessary enhancements to our policies and procedures
to fully remediate the material weaknesses discussed above.
 -14-
 
 PART
II – OTHER INFORMATION
 
 Item
1.  Legal Proceedings.
 
 None.
 
 Item
1A.  Risk Factors.
 
 There
have been no material changes to our risk factors and uncertainties during or
since the period covered by this report.  For a discussion of risk
factors applicable to Vide Life International, Ltd. and its business, please
refer to the “Risk Factors” section of our Annual Report on Form 10-K for the
year ended December 31, 2008 filed with the SEC on April 1, 2009.
 
  Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds.
 
 None.
 
  Item
3.  Defaults Upon Senior Securities.
 
 None.
 
  Item
4.  Submission of Matters to a Vote of Security Holders.
 
 None.
 
  -15-
 Item
5.  Other Information.
 
 None.
 
 Item
6.  Exhibits.
 
 Exhibit No.
              
              Description31.1
              
              Certification
      of Chief Executive Officer31.2
              
              Certification
      of Chief Financial Officer32
              
              Certification
      of Chief Executive Officer and Chief Financial Officer Pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002
 
 
 -16-
 SIGNATURES
 
 In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
   VIDA LIFE INTERNATIONAL,
      LTDDate:
      May 15, 2009
                By:
                /s/ John
      C. JordanJohn
      C. JordanChief
      Executive Officer and Chief Financial Officer
 
 
 -17-
  INDEX
TO EXHIBITS FILED WITH THIS REPORT
 
 Exhibit No.
                
                Description31.1
                
                Certification
      of Chief Executive Officer31.2
                
                Certification
      of Chief Financial Officer32
                
                Certification
      of Chief Executive Officer and Chief Financial Officer Pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002
  -18-